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A Trusted Technology Partner
to Medical and Advanced
Technology Equipment
Manufacturers
NASDAQ: NOVT
Baird Healthcare Conference, September 2017
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Safe Harbor Statement
The statements in this presentation that relate to guidance, pro forma presentations, future plans, goals, business opportunities, events or performance are forward-
looking statements that involve risks and uncertainties, including risks associated with business and economic conditions, failure to achieve expected benefits of
acquisitions, failure to comply with Food and Drug Administration regulations, customer and/or supplier contract cancellations, manufacturing risks, competitive factors,
ability to successfully introduce new products, uncertainties pertaining to customer orders, demand for products and services, growth and development of markets for
the Company's products and services, and other risks identified in our filings made with the Securities and Exchange Commission. Actual results, events and
performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this
presentation. The Company disclaims any obligation to update these forward-looking statements as a result of developments occurring after the date of this
presentation. Readers are encouraged to refer to the risk disclosures described in the Company’s Form 10-K for the year ended December 31, 2016 and subsequent
filings with the SEC, as applicable. Please see “Safe Harbor and Forward-Looking Information” in the Appendix to this presentation for more information.
In this presentation, we present the non-GAAP financial measures of Adjusted Revenue, Adjusted EPS, Adjusted EBITDA , free cash flow and net debt . Please see
“Use of Non-GAAP Financial Measures” in the accompany appendix and our second quarter 2017 earnings press release for the reasons we use these measures, a
reconciliation of these measures to the most directly comparable GAAP measures and other information relating to these measures.
The Company neither updates nor confirms any guidance regarding the future operating results of the Company which may have been given prior to this presentation.
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+$96M in Adjusted EBITDA
+$1.40 non-GAAP EPS
$500MAnnual Revenue
with 60% Outside the US
$3.5BAddressable Market
with 5%–7% CAGR
COMPANY OVERVIEW
$
Note: Revenue, Adjusted EBITDA and Non-GAAP EPS figures represent guidance provided on August 3, 2017. The Company neither updates nor confirms this forward-looking guidance.
Note: Adjusted EBITDA & Non-GAAP EPS are Non-GAAP measures. The reconciliation to our most comparable GAAP measures is provided in the accompanying appendix.3
Leader in Mission Critical Technologies
to Medical & Advanced Industrial Markets
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SCALE UP
Double Annual
Revenue to $750M
STRENGTHEN CORE
Emphasis on Medical M&A
Invest for Organic Growth
DRIVE PERFORMANCE
Divested 40% of Portfolio
and hired new team
The Novanta Transformation
Source:
STRATEGIC DIRECTION AND
PORTFOLIO RE-ALIGNMENT
GROWTH
INVESTMENTS
ACCELERATED GROWTH
AND OUTPERFORMANCE
2012 2014 2016 2018 20202017
+50%of revenue
in Medical
<10%of revenue
in Medical
+50%of revenue
in Medical
4
5
Leader in Intelligent
Mission Critical and
Enabling Technologies
2020STRATEGIC
DIRECTION
Breakthrough ScaleDouble Annual Revenue to $750M
Consistent Growth5–7% Organic Growth and +50% of Revenue in Medical Markets
Global Market Leadership“Top 2” Share Position Globally
Superior ProfitabilityDeliver 20% Adj. EBITDA, with Diversified Businesses
Reputation for ExcellenceWidely Recognized as a World Class Operating Company
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2
3
4
5
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WHYINVEST IN
NOVANTA?
EXPANDING
MARKET REACH
Product Innovation
Increasing Content
Global Presence
PROFITABLE
LEADERSHIP IN
SECULAR GROWTH
MARKETS
Proprietary
Technologies
“Sticky” and
Highly Engineered
Solutions
STRATEGIC M&A
Disciplined and
Cash Returns-
Focused
DIVERSIFIED
BUSINESS MODEL
Balanced Across Multiple
End Markets
Strong CF Conversion
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Novanta Has A Culture Of InnovationWith Deep Proprietary
Technical Competencies
>375Engineers
+9% Revenue
Invested in R&D
+400Patents
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51%MEDICAL
49%ADVANCEDINDUSTRIAL
Material
Processing
Metrology
Robots and
Automation
Lab / Life Science
Equipment
Critical Care
Equipment
Surgical and
Treatment Equipment
Minimally Invasive
Surgery
Key Application
Segments Served
Playing in Attractive Growth Markets
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Playing in Attractive Growth Markets
DNA SEQUENCING
$28 Billion Systems Market
Growing +20% CAGR
Clinical Acceptance and
Adoption Accelerating
Through New Applications
51%MEDICAL
Lab / Life Science
Equipment
Critical Care
Equipment
Surgical and
Treatment Equipment
Minimally Invasive
Surgery
Key Application
Segments Served
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Playing in Attractive Growth Markets
ENDOSCOPY &
ROBOTIC SURGERY
$20B system market, growing
at mid to high single digit rates
Conversion from open to
minimally invasive procedures
Long term 8-10% annual
procedure growth
51%MEDICAL
Lab / Life Science
Equipment
Critical Care
Equipment
Surgical and
Treatment Equipment
Minimally Invasive
Surgery
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2017 Acquisitions Impact on Segments
40%
VISION
40%
PHOTONICS
20%
PRECISION MOTION
Novanta Reportable Segments (Pro Forma)
Laser beam steering
Intelligent laser and beam delivery subsystems
CO2 lasers for fine material processing
Detection & Analysis
RFID andMachine Vision
Minimally Invasive Surgery
Insufflators, pumps and disposables
Endoscopic visualization
World leading position detection accuracy
Integrated motion solutions
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Novanta Operating Model
Strategic Re-investment
of Cash
Team and Organization Development
Owner and Continuous
Improvement Mindset
Differentiated OEM Business
Model
Mission critical / application specific solutions
Customer platforms with ~10 year life cycles
Accountability and velocity through autonomous P&Ls
Continuous improvement business system
Profitable organic growth
• Innovation
• Commercial excellence
Strategic M&A
Disciplined capital allocation based on ROIC
Aligned andcapable teams
Collaborative and performance based culture
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Global leader in OEM supply of
FDA / CE regulated insufflators,
pumps and related disposables
for minimally invasive surgery.
W O R L D O F M E D I C I N E O V E RV I E W
INSUFFLATORS
creates space to allow the
surgeon to see better
PUMPS
deliver, warm and
measure fluids to and
from the surgical work area
DISPOSABLES
sophisticated tubing with
advanced built-in functionality
OTHER
45%
38%
17%
Acquisition of WOM
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$80MIn revenue
$
+50Patents
#1Leader in
insufflators and pumps
~450Employees
Headquartered in Berlin, Germany
World of Medicine - Overview
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Strategic Rationale for WOM Acquisition
OUTSTANDING
STRATEGIC FIT
CREATES SCALE IN
MINIMALLY INVASIVE SURGERY
Creates a $120 million platform of
minimally invasive technologies
Ability to cross sell to mutual customers
ADDS NEW
CAPABILITIES AND STRONG IP
Adds to Novanta 50+ patents, system
know-how, clinical validation, and
regulatory approval support capabilities
EXECUTES ON OUR STRATEGY
Expands our medical position
Establishes solid presence in Germany;
2nd largest market for Novanta
PROPRIETARY
DISPOSABLES BUSINESS
Recurring revenue driven by patient
procedure growth rates
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Trusted technology partner to Endoscopic Equipment OEMsDeveloping deeper customer relationships through full service offering
Display
OR integration
Insuff lator
Pumps
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NOVANTA STRATEGY IN THE O.R .
Trusted technology partner to equipment OEMs
Surgical
Visualization
1D/2D Barcode Precision Motors and
Position Sensing
Machine Vision
Solutions
Insufflators
and Pumps
RFID Solutions User Interface
and Displays
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Driving Cash Flow Returns
*Defined as Inventory, Accounts Receivable and Accounts Payable
** Property, plant and equipment
23%25%
28%30%
37%
2012 2013 2014 2015 2016
ROIC
After-Tax Profit / Tangible Assets (*NWC + **PP&E)
~4% Net Productivity
(or +$7 million) per year
15% of sales by 2020
Net Working Capital
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2012 2017*
Delivering Consistent Financial Results
ADJUSTED EBITDAADJUSTED REVENUE
*Adjusted EBITDA & Adjusted E.P.S. are non-GAAP measures. The reconciliation to our most comparable GAAP measures is provided in the accompanying appendix.
** 2017 Outlook reflects guidance provided on August 3, 2017. The Company neither updates nor confirms this forward looking guidance.
2012 2017*
$42M
+17%
CAGR
$96M–$98M
$225M
$497M–$502M
+18%
CAGR
2012 2017*
$1.40–1.46
+25%
CAGR
$0.45
NON-GAAP EPS
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About Novanta
Novanta is a leading global supplier of core technology solutions that give healthcare and advanced industrial original equipment manufacturers
(“OEMs”) a competitive advantage. We combine deep proprietary expertise in photonics, vision, and precision motion technologies with a
proven ability to solve complex technical challenges. This enables Novanta to engineer mission-critical core components and sub-systems that
deliver extreme precision and performance, tailored to our customers' demanding applications. The driving force behind our growth is the team
of innovative professionals who share a commitment to innovation and customer success. Novanta's common shares are quoted on NASDAQ
under the ticker symbol “NOVT.”
APPENDIX
NASDAQ: NOVT
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Use of Non-GAAP
The non-GAAP financial measures used in this presentation are non-GAAP Adjusted Revenue, Adjusted EBITDA, and Adjusted Diluted EPS from continuing operations.
The Company believes that the non-GAAP financial measures provide useful and supplementary information to investors regarding the Company’s operating performance. It is management’s belief that these non-GAAP financial measures would be
particularly useful to investors because of the significant changes that have occurred outside of the Company’s day-to-day business in accordance with the execution of the Company’s strategy. This strategy includes streamlining the Company’s
existing operations through site and functional consolidations, strategic divestitures and product line closures, expanding the Company’s business through significant internal investments, and broadening the Company’s product and service offerings
through acquisition of innovative and complementary technologies and solutions. The financial impact of certain elements of these activities, particularly acquisitions, divestitures, and site and functional restructurings, is often large relative to the
Company’s overall financial performance, which can adversely affect the comparability of its operating results and investors’ ability to analyze the business from period to period.
Adjusted Revenue excludes the JK Lasers business to only show the results of ongoing operations of the Company as the JK Lasers business was sold in April 2015. We excluded JK Lasers sales from Adjusted Revenue because divestiture activities
can vary between reporting periods and between us and our peers, which we believe make comparisons of long-term performance trends difficult for management and investors, and could result in overstating or understating to our investors the
performance of our operations. Additionally, we include estimated revenue from contracts acquired with business acquisitions that will not be fully recognized due to business combination rules. Because GAAP accounting rules require the elimination
of this revenue, GAAP results alone do not fully capture all of our economic activities. These non-GAAP adjustments are intended to reflect the full amount of such revenue.
The Company defines Adjusted EBITDA as Operating Income (loss) from Continuing Operations before deducting depreciation, amortization, non-cash share-based compensation, restructuring, acquisition, divestiture and other costs, impairment of
goodwill and intangible assets, acquisition fair value adjustments, and inventory related charges associated with product line closures. The Company’s Adjusted EBITDA is used by management to evaluate operating performance internally,
communicate financial results to the Board of Directors, benchmark results against historical performance and the performance of peers, and evaluate investment opportunities including acquisitions and divestitures. In addition, Adjusted EBITDA is
used to determine bonus payments for senior management and employees. Accordingly, the Company believes that this non-GAAP measure provides greater transparency and insight into management’s method of analysis.
Adjusted Diluted EPS from Continuing Operations excludes amortization of acquired intangible assets and revenue fair value adjustments related to business acquisitions, restructuring, acquisition, divestiture, and other costs, inventory related
charges associated with product line closures, the gain on sale of JK Lasers and the related unrealized foreign exchange loss on the U.S. dollar sales proceeds held by our U.K. subsidiary, impairment of goodwill and intangible assets, gain on
acquisition of business, significant non-recurring income tax expenses (benefits) related to releases of valuation allowance, effects of changes in tax laws, income tax audit settlements, effects of acquisition related tax planning actions on our effective
tax rate, and the income tax effect of non-GAAP adjustments. In addition, the Company excluded the adjustment of redeemable noncontrolling interest to estimated redemption value as (1) the amount is noncash; (2) the amount is excluded from the
determination of net income attributable to Novanta Inc.; and (3) the Company believes it may not be indicative of future adjustments and that investors may benefit from an understanding of the Company's results without giving effect to this
adjustment. The Company also uses Adjusted Diluted EPS as a measurement for performance shares issued to certain executives.
Non-GAAP financial measures should not be considered as substitutes for, or superior to, measures of financial performance prepared in accordance with GAAP. They are limited in value because they exclude charges that have a material effect on
the Company’s reported results and, therefore, should not be relied upon as the sole financial measures to evaluate the Company’s financial results. The non-GAAP financial measures are meant to supplement, and to be viewed in conjunction with,
GAAP financial measures. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures as provided in the tables accompanying this document.
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Non-GAAP ReconciliationTwelve Months Ended Six Months Ended
December 31, 2012 December 31, 2013 December 31, 2014 December 31, 2015 December 31, 2016 June 30, 2017
ADJUSTED REVENUE (in thousands of dollars)
Revenue (GAAP) $243,796 $316,910 $364,706 $373,598 $384,758 $228,076
JK Laser divestiture (19,200) (19,051) (22,425) (5,731) - -
Acquisition fair value adjustments - 275 220 143 32 -
Adjusted revenue (Non-GAAP) $224,596 $298,134 $342,501 $368,010 $384,790 $228,076
Twelve Months Ended Six Months Ended
December 31, 2012 December 31, 2013 December 31, 2014 December 31, 2015 December 31, 2016 June 30, 2017
ADJUSTED EBITDA (in thousands of dollars)
Operating income (loss) from continuing operations
(GAAP) $20,262 $19,446 $(16,806) $28,933 $32,563 $25,828
Depreciation and amortization 12,458 19,570 23,797 19,114 20,357 13,576
Share-based compensation 4,534 5,442 4,329 4,387 4,293 2,787
Impairment of goodwill and intangible assets - - 41,442 - - -
Restructuring, acquisition, divestiture and other
costs 4,369 5,387 3,091 8,273 7,945 2,398
Inventory related charges for discontinuation of
radiology products - - - - 1,370 -
Acquisition fair value adjustments - 965 596 358 205 1,035
CEO transition costs - - - - 1,306 -
Adjusted EBITDA (Non-GAAP) $41,623 $50,810 $56,449 $61,065 $68,039 $45,624
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ADJUSTED DILUTED EPS
Twelve Months Ended Six Months Ended
December 31, 2012* December 31, 2013 December 31, 2014 December 31, 2015 December 31, 2016 June 30, 2017
(in thousands of dollars or shares, except per share amounts)
Income (loss) from continuing operations (GAAP) $22,474 $9,977 $(16,909) $35,628 $22,003 $44,264
Less: Net income attributable to noncontrolling interest - - - - - (610)
Less: Adjustment of redeemable noncontrolling interest to estimated
redemption value- - - - - (3,718)
Income (loss) from continuing operations attributable to Novanta Inc after
adjustment of redeemable noncontrolling interest to estimated redemption
value
$22,474 $9,977 $(16,909) $35,628 $22,003 $39,936
Diluted EPS from continuing operations (GAAP) $0.66 $0.29 $(0.49) $1.02 $0.63 $1.13
Non-GAAP adjustments:
Amortization of intangible assets 5,815 12,550 16,405 12,323 12,415 9,533
Restructuring, divestiture and other costs 8,051 3,757 1,570 6,970 2,970 200
Acquisition related costs 791 1,630 1,522 1,303 4,975 2,198
Acquisition fair value adjustments - 965 596 358 205 1,035
Inventory related charges for discontinuation of radiology
products- - - - 1,370 -
CEO transition costs - - - - 1,306 -
Impairment of goodwill and intangible assets - - 41,442 - - -
Gain on JK Lasers sale - - - (19,629) - -
Unrealized foreign currency loss on JK Lasers sale - - - 1,350 - -
Gain on acquisition of business - - - - - (26,409)
Adjustment of redeemable noncontrolling interest to estimated
redemption value- - - - - 3,718
Total Non-GAAP adjustments before income taxes 14,657 18,902 61,535 2,675 23,241 (9,725)
Tax effect of Non-GAAP adjustments (5,654) (6,665) (15,717) (4,636) (5,668) (3,422)
Non-GAAP tax adjustments (16,004) (858) (871) (1,171) (1,465) (1,420)
Adjusted income from continuing operations (Non-GAAP) $15,473 $21,356 $28,038 $32,496 $38,111 $25,369
Adjusted Diluted EPS from continuing operations (Non-GAAP) $0.45 $0.62 $0.81 $0.93 $1.09 $0.72
Weighted-average shares outstanding, Diluted 33,936 34,396 34,769 34,827 34,914 35,294
Non-GAAP Reconciliation
*Adjusted Diluted EPS was not updated for the Scientific Lasers divestiture. Management determined that revising the Adjusted Diluted EPS figures would not have resulted in a material change.